BYLAWS for Grovenet


Article 1: Purpose

The purpose of this corporation shall be the operation of the GroveNet Community Electronic Information Network and any other legal activity supportive of that role.

Article 2: Membership

Membership in Grovenet is open to all residents of, or those whose principal employment is within, Washington County, Oregon. Neither payment of dues nor any other duty shall be a requirement of membership other than subscribing to at least one GroveNet e-mail list. If more than one GroveNet e-mail list exists, the Board of Directors will determine which of the lists may fulfill membership requirements, and there shall be no subscription restrictions to at least one of those lists.

Article 3: Board of Directors

The governing authority for GroveNet, Inc. shall reside in the Board of Directors. The Board shall consist of twelve members. Eight members will be elected "at large." The other four members serve ex-officio and will include one representative of city governments in Western Washington County, one representing the Chambers of Commerce of the same cities, one representing Pacific University, and one representing the Forest Grove School District. Ex-officio members will enjoy the same rights and privileges as other Board members. Except for ex-officio members, only those eligible to vote for Board members shall be eligible to serve on the Board.

Article 4: Election of the Board of Directors

"At Large" members of the Board of Directors will be elected by secret ballot at an annual meeting of subscribers. Only those members will be eligible to vote who have been subscribers to the GroveNet e-mail list(s) seven days before the date of the annual meeting. If there are more nominees than vacancies, vacancies will be filled in order of votes received. Any member in good standing will be eligible for nomination, and may be nominated from the floor. "Ex-officio" members will be appointed by their respective governing authority, except that such appointments must be with the consent of the remaining members of the Board of Directors.

After the first Board of Directors is elected, not more than two-fifths of the members of the Board will be elected at any annual meeting.

The time and place of the Annual Meeting will be determined by the Board of Directors and will be announced on the e-mail list at least thirty (30) days before the date of the meeting. The meeting shall take place in a publicly accessible site within the cities of Cornelius or Forest Grove, Oregon.

Article 5: Filling unexpired terms of Board members

When vacancies occur on the Board not less than three months before the Annual Meeting, at-large vacancies on the Board will be filled by appointment by a simple majority of the remaining members of the Board. Ex-officio members will be appointed by their appropriate governing body.

Article 6: Other Duties of the Board of Directors

The Board shall establish policies regarding suitable content for material appearing on GroveNet information network resources. All of the information resources under GroveNet authority shall be clearly identified as such. The Board shall have no authority to regulate the content of any linked resources not under its direct control beyond removing references and links to those resources. The Board will be the final authority for determining suitability.

Article 7: Officers and Their Duties

At its first meeting following the Annual Meeting, members of the Board will elect from their own members a President, Vice President, and Secretary/Treasurer. The duties of the President shall be to call meetings of the Board and to establish the agenda as well as to supervise day-to-day operation of GroveNet, Inc. The duties of the Vice President shall be to fulfill the duties of the President when the latter is unable to fulfill those duties. The duties of the Secretary/Treasurer shall be to supervise corporate financial accounts and filing requirements, and to maintain meeting minutes.

The Board may also establish such other offices or committees as it sees fit, and may delegate any of the abovementioned or other duties to those offices and committees to the extent allowed by law. No committee or officer shall purport to represent GroveNet as a whole unless specifically authorized by the full Board of Directors.

Article 8: The Right of Initiative and Recall

Upon receipt of petition signed by at least fifteen percent (15%) of members who have been in good standing for at least six (6) months, the President will call a General Membership Meeting for the purpose of either (but not both) electing a new Board of Directors or reversing a decision of the Board of Directors. Notice, nominations and voting will take place as at an Annual Meeting. If for the purpose of reversing a decision by the Board, only issues raised in the petition and distributed to the e-mail list at least thirty (30) days before the meeting will be in order.

Article 9: Amendment of the Bylaws

These bylaws may only be amended by a two-thirds vote of members present at the Annual Meeting. No amendment will be in order unless distributed to the e-mail list at least thirty (30) days before the Annual Meeting.

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